The Government has today announced the final details of its timetable for implementing the remainder of the Companies Act 2006. This follows its announcement in November that most of the provisions of the 2006 Act that were due to come into force in October 2008 will be delayed until October 2009.
Since its November announcement the Government has been consulting on which provisions should not be delayed. In today's announcement the Government has confirmed that all of the provisions it identified in its November announcement will come into force in October 2008. Crucially, in terms of articles of association for the 2008 AGM season, this includes the provision in relation to directors' conflicts of interest. The financial assistance restrictions on private companies will also be repealed in October 2008.
The new procedure allowing private companies to reduce their capital by a solvency statement instead of by court order was not listed as one that might still come into force in October 2008 in the November announcement, but industry pressure has led to it being brought into effect earlier than most of the other share capital maintenance provisions.
The Government has said that it is aiming to issue a Commencement Order covering all of the 2008 commencements (that is April and October 2008) before Christmas. This will include important transitional provisions.
Today's written ministerial statement is available on the BERR website at http://www.dti.gov.uk/bbf/co-act-2006/whatsnew/page42866.html. The full final implementation timetable is also available from the BERR website at http://www.dti.gov.uk/bbf/co-act-2006/index.html.
Provisions coming into force on 1 October 2008
The following provisions will come into force on 1 October 2008 and will not be delayed until October 2009 with the rest of the provisions (see below):
- Objection to company names
- Trading disclosures
- Provisions relating to corporate directors and under-age directors
- General duties of directors in respect of conflicts of interest
- Declaration by a director of an interest in an existing transaction or arrangement
- Repeal of the restrictions under the Companies Act 1985 on financial assistance for acquisition of shares in private companies, including the "whitewash" procedure
- The new procedure for private companies to make capital reductions supported by a solvency statement instead of by a court order
Provisions coming into force on 6 April 2008
The commencements for April 2008 stay the same as previously announced (with two minor additions relating to inspection of registers). They are:
- Execution of deeds and documents (section 44 only)
- Company secretaries
- Accounts and audit
- Share certificates and transfers
- Schemes and reconstructions
- Private and public companies
Provisions coming into force on 1 October 2009
The remaining provisions of the 2006 Act will be brought into force on 1 October 2009, including:
- Company formation and re-registration
- Company constitution
- Company capacity
- Company names and business names
- Directors' residential addresses
- Share capital
- Acquisition by a company of its own shares
- Company charges
- Dissolution and restoration to the register
- UK companies not formed under the Companies Act
- Overseas companies
- The registrar of companies